Exhibit C-2(a)
ENTERGY ARKANSAS, INC.
TO
BANKERS TRUST COMPANY
(successor to Xxxxxx Guaranty Trust Company of New York)
AND
XXXXXXX XXXX
(successor to Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxxx,
Grainger X. Xxxxxx and Xxxx X. Xxxxxxxx)
AND
(as to property, real or personal, situated or being in Missouri)
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
(successor to Xxxxxx X. Xxxxxxx)
As Trustees under Entergy Arkansas, Inc.'s Mortgage and Deed of
Trust,
dated as of October 1, 1944
____________________________
FIFTY-FOURTH SUPPLEMENTAL INDENTURE
Providing among other things for
First Mortgage Bonds, 7% Series due March 1, 2002
(Sixty-first Series)
____________________________
Dated as of March 1, 1997
FIFTY-FOURTH SUPPLEMENTAL INDENTURE
INDENTURE, dated as of March 1, 1997, between ENTERGY
ARKANSAS, INC., a corporation of the State of Arkansas, whose
post office address is 000 Xxxx Xxxxxxx, Xxxxxx Xxxx, Xxxxxxxx
00000 (hereinafter sometimes called the "Company"), and BANKERS
TRUST COMPANY (successor to Xxxxxx Guaranty Trust Company of New
York), a corporation of the State of New York, whose post office
address is 0 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter
sometimes called the "Corporate Trustee"), and XXXXXXX XXXX
(successor to Xxxx X. Xxxxxxxx, Xxxxx X. Xxxxx, Xxxxxxx X.
Xxxxxxxxx and Xxxxxxxx X. Xxxxxx), and (as to property, real or
personal, situated or being in Missouri) THE BOATMEN'S NATIONAL
BANK OF ST. LOUIS, a national banking association existing under
the laws of the United States of America (successor to Xxxxxx X.
Xxxxxxx), whose post office address is 000 Xxxxxx Xxxxxx, Xx.
Xxxxx, Xxxxxxxx 00000, (said Xxxxxxx Xxxx being hereinafter
sometimes called the "Co-Trustee", and The Boatmen's National
Bank of St. Louis being hereinafter sometimes called the
"Missouri Co-Trustee", and the Corporate Trustee, the Co-Trustee
and the Missouri Co-Trustee being hereinafter together sometimes
called the "Trustees"), as Trustees under the Mortgage and Deed
of Trust, dated as of October 1, 1944 (hereinafter sometimes
called the "Mortgage"), which Mortgage was executed and delivered
by the Company to secure the payment of bonds issued or to be
issued under and in accordance with the provisions of the
Mortgage, reference to which Mortgage is hereby made, this
indenture (hereinafter called the "Fifty-fourth Supplemental
Indenture") being supplemental thereto.
WHEREAS, the Mortgage was appropriately filed or recorded in
various official records in the States of Arkansas, Missouri,
Tennessee and Wyoming; and
WHEREAS, an instrument, dated as of July 7, 1949, was
executed by the Company appointing Xxxxxxx X. Xxxxxxxxx as Co-
Trustee in succession to Xxxxx X. Xxxxx (resigned) under the
Mortgage, and by Xxxxxxx X. Xxxxxxxxx accepting said appointment,
and said instrument was appropriately filed or recorded in
various official records in the States of Arkansas, Missouri,
Tennessee and Wyoming; and
WHEREAS, an instrument, dated as of March 1, 1960, was
executed by the Company appointing Grainger X. Xxxxxx as Co-
Trustee in succession to Xxxxxxx X. Xxxxxxxxx (resigned) under
the Mortgage, and by Grainger X. Xxxxxx accepting said
appointment, and said instrument was appropriately filed or
recorded in various official records in the States of Arkansas,
Missouri, Tennessee and Wyoming; and
WHEREAS, by the Twenty-first Supplemental Indenture
mentioned below, the Company, among other things, appointed Xxxx
X. Xxxxxxxx as Co-Trustee in succession to Grainger X. Xxxxxx
(resigned) under the Mortgage, and Xxxx X. Xxxxxxxx accepted said
appointment; and
WHEREAS, by the Thirty-third Supplemental Indenture
mentioned below, the Company, among other things, appointed
Xxxxxx X. Xxxxxxx as Missouri Co-Trustee, and Xxxxxx X. Xxxxxxx
accepted said appointment; and
WHEREAS, by the Thirty-fifth Supplemental Indenture
mentioned below, the Company, among other things, appointed The
Boatmen's National Bank of St. Louis as Missouri Co-Trustee in
succession to Xxxxxx X. Xxxxxxx (resigned) under the Mortgage,
and The Boatmen's National Bank of St. Louis accepted said
appointment; and
WHEREAS, an instrument, dated as of September 1, 1994, was
executed by the Company appointing Bankers Trust Company as
Trustee, and Xxxxxxx Xxxx as Co-Trustee, in succession to Xxxxxx
Guaranty Trust Company of New York (resigned) and Xxxx X.
Xxxxxxxx (resigned), respectively, under the Mortgage and Bankers
Trust Company and Xxxxxxx Xxxx accepted said appointments, and
said instrument was appropriately filed or recorded in various
official records in the States of Arkansas, Missouri, Tennessee
and Wyoming; and
WHEREAS, by the Mortgage the Company covenanted that it
would execute and deliver such supplemental indenture or
indentures and such further instruments and do such further acts
as might be necessary or proper to carry out more effectually the
purposes of the Mortgage and to make subject to the lien of the
Mortgage any property thereafter acquired and intended to be
subject to the lien thereof; and
WHEREAS, the Company executed and delivered to the Trustees
the following supplemental indentures:
Designation Dated as of
First Supplemental Indenture July 1, 1947
Second Supplemental Indenture August 1, 1948
Third Supplemental Indenture October 1, 1949
Fourth Supplemental Indenture June 1, 1950
Fifth Supplemental Indenture October 1, 1951
Sixth Supplemental Indenture September 1, 1952
Seventh Supplemental Indenture June 1, 1953
Eighth Supplemental Indenture August 1, 1954
Ninth Supplemental Indenture April 1, 1955
Tenth Supplemental Indenture December 1, 1959
Eleventh Supplemental Indenture May 1, 1961
Twelfth Supplemental Indenture February 1, 1963
Thirteenth Supplemental Indenture April 1, 1965
Fourteenth Supplemental Indenture March 1, 1966
Fifteenth Supplemental Indenture March 1, 1967
Sixteenth Supplemental Indenture April 1, 1968
Seventeenth Supplemental Indenture June 1, 1968
Eighteenth Supplemental Indenture December 1, 1969
Nineteenth Supplemental Indenture August 1, 1970
Twentieth Supplemental Indenture March 1, 1971
Twenty-first Supplemental Indenture August 1, 1971
Twenty-second Supplemental Indenture April 1, 1972
Twenty-third Supplemental Indenture December 1, 1972
Twenty-fourth Supplemental Indenture June 1, 1973
Twenty-fifth Supplemental Indenture December 1, 1973
Twenty-sixth Supplemental Indenture June 1, 1974
Twenty-seventh Supplemental Indenture November 1, 1974
Twenty-eighth Supplemental Indenture July 1, 1975
Twenty-ninth Supplemental Indenture December 1, 1977
Thirtieth Supplemental Indenture July 1, 1978
Thirty-first Supplemental Indenture February 1, 1979
Thirty-second Supplemental Indenture December 1, 1980
Thirty-third Supplemental Indenture January 1, 1981
Thirty-fourth Supplemental Indenture August 1, 1981
Designation Dated as of
Thirty-fifth Supplemental Indenture February 1, 1982
Thirty-sixth Supplemental Indenture December 1, 1982
Thirty-seventh Supplemental Indenture February 1, 1983
Thirty-eighth Supplemental Indenture December 1, 1984
Thirty-ninth Supplemental Indenture December 1, 1985
Fortieth Supplemental Indenture July 1, 1986
Forty-first Supplemental Indenture July 1, 1989
Forty-second Supplemental Indenture February 1, 1990
Forty-third Supplemental Indenture October 1, 1990
Forty-fourth Supplemental Indenture November 1, 1990
Forty-fifth Supplemental Indenture January 1, 1991
Forty-sixth Supplemental Indenture August 1, 1992
Forty-seventh Supplemental Indenture November 1, 1992
Forty-eighth Supplemental Indenture June 15, 1993
Forty-ninth Supplemental Indenture August 1, 1993
Fiftieth Supplemental Indenture October 1, 1993
Fifty-first Supplemental Indenture October 1, 1993
Fifty-second Supplemental Indenture June 15, 1994
Fifty-third Supplemental Indenture March 1, 1996
which supplemental indentures were appropriately filed or
recorded in various official records in the States of Arkansas,
Missouri, Tennessee and Wyoming; and
WHEREAS, in addition to the property described in the
Mortgage, as heretofore supplemented, the Company has acquired
certain other property, rights and interests in property; and
WHEREAS, the Company has heretofore issued, in accordance
with the provisions of the Mortgage,
as supplemented, the following series of First Mortgage Bonds:
Principal Principal
Amount Amount
Series Issued Outstanding
03 1/8% Series due 1974 $ 30,000,000 None
02 7/8% Series due 1977 11,000,000 None
03 1/8% Series due 1978 7,500,000 None
02 7/8% Series due 1979 8,700,000 None
02 7/8% Series due 1980 6,000,000 None
03 5/8% Series due 1981 8,000,000 None
03 1/2% Series due 1982 15,000,000 None
04 1/4% Series due 1983 18,000,000 None
03 1/4% Series due 1984 7,500,000 None
03 3/8% Series due 1985 18,000,000 None
05 5/8% Series due 1989 15,000,000 None
04 7/8% Series due 1991 12,000,000 None
04 3/8% Series due 1993 15,000,000 None
04 5/8% Series due 1995 25,000,000 None
Principal Principal
Amount Amount
Series Issued Outstanding
05 3/4% Series due 1996 $25,000,000 None
05 7/8% Series due 1997 30,000,000 None
07 3/8% Series due 1998 15,000,000 $15,000,000
09 1/4% Series due 1999 25,000,000 None
09 5/8% Series due 2000 25,000,000 None
07 5/8% Series due 2001 30,000,000 None
08 0/0% Series due August 1, 2001 30,000,000 None
07 3/4% Series due 2002 35,000,000 None
07 1/2% Series due December 1, 2002 15,000,000 None
08 0/0% Series due 2003 40,000,000 None
08 1/8% Series due December 1, 2003 40,000,000 None
10 1/2% Series due 2004 40,000,000 None
09 1/4% Series due November 1, 1981 60,000,000 None
10 1/8% Series due July 1, 2005 40,000,000 None
09 1/8% Series due December 1, 2007 75,000,000 None
09 7/8% Series due July 1, 2008 75,000,000 None
10 1/4% Series due February 1, 2009 60,000,000 None
16 1/8% Series due December 1, 1986 70,000,000 None
04 1/2% Series due September 1, 1983 1,202,000 None
05 1/2% Series due January 1, 1988 598,310 None
05 5/8% Series due May 1, 1990 1,400,000 None
06 1/4% Series due December 1, 1996 3,560,000 None
09 3/4% Series due September 1, 2000 4,600,000 None
08 3/4% Series due March 1, 1998 9,800,000 None
17 3/8% Series due August 1, 1988 75,000,000 None
16 1/2% Series due February 1, 1991 80,000,000 None
13 3/8% Series due December 1, 2012 75,000,000 None
13 1/4% Series due February 1, 2013 25,000,000 None
14 1/8% Series due December 1, 2014 100,000,000 None
Pollution Control Series A 128,800,000 None
10 1/4% Series due July 1, 2016 50,000,000 None
09 3/4% Series due July 1, 2019 75,000,000 75,000,000
10 0/0% Series due February 1, 2020 150,000,000 91,648,000
10 3/8% Series due October 1, 2020 175,000,000 None
Solid Waste Disposal Series A 21,066,667 21,066,667
Solid Waste Disposal Series B 28,440,000 28,440,000
07 1/2% Series due August 1, 2007 100,000,000 100,000,000
07.90% Series due November 1, 2002 25,000,000 25,000,000
08.70% Series due November 1, 2022 25,000,000 25,000,000
Pollution Control Series B 46,875,000 46,875,000
06.65% Series due August 1, 2005 115,000,000 115,000,000
06 0/0% Series due October 1, 2003 155,000,000 155,000,000
07 0/0% Series due October 1, 2023 175,000,000 175,000,000
Pollution Control Series C 20,319,000 20,319,000
Pollution Control Series D 9,586,400 9,586,400
08 3/4% Series due March 1, 2026 85,000,000 85,000,000
which bonds are also hereinafter sometimes called bonds of the
First through Sixtieth Series, respectively; and
WHEREAS, Section 8 of the Mortgage provides that the form of
each series of bonds (other than the First Series) issued
thereunder and of the coupons to be attached to coupon bonds of
such series shall be established by Resolution of the Board of
Directors of the Company and that the form of such series, as
established by said Board of Directors, shall specify the
descriptive title of the bonds and various other terms thereof,
and may also contain such provisions not inconsistent with the
provisions of the Mortgage as the Board of Directors may, in its
discretion, cause to be inserted therein expressing or referring
to the terms and conditions upon which such bonds are to be
issued and/or secured under the Mortgage; and
WHEREAS, Section 120 of the Mortgage provides, among other
things, that any power, privilege or right expressly or impliedly
reserved to or in any way conferred upon the Company by any
provision of the Mortgage, whether such power, privilege or right
is in any way restricted or is unrestricted, may be in whole or
in part waived or surrendered or subjected to any restriction if
at the time unrestricted or to additional restriction if already
restricted, and the Company may enter into any further covenants,
limitations or restrictions for the benefit of any one or more
series of bonds issued thereunder, or the Company may cure any
ambiguity contained therein or in any supplemental indenture, or
may establish the terms and provisions of any series of bonds
other than said First Series, by an instrument in writing
executed and acknowledged by the Company in such manner as would
be necessary to entitle a conveyance of real estate to record in
all of the states in which any property at the time subject to
the lien of the Mortgage shall be situated; and
WHEREAS, the Company now desires to create a new series of
bonds and (pursuant to the provisions of Section 120 of the
Mortgage) to add to its covenants and agreements contained in the
Mortgage, as heretofore supplemented, certain other covenants and
agreements to be observed by it and to alter and amend in certain
respects the covenants and provisions contained in the Mortgage,
as heretofore supplemented; and
WHEREAS, the execution and delivery by the Company of this
Fifty-fourth Supplemental Indenture, and the terms of the bonds
of the Sixty-first Series, hereinafter referred to, have been
duly authorized by the Board of Directors of the Company by
appropriate Resolutions of said Board of Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That the Company, in consideration of the premises and of One
Dollar to it duly paid by the Trustees at or before the ensealing
and delivery of these presents, the receipt whereof is hereby
acknowledged, and in further evidence of assurance of the estate,
title and rights of the Trustees and in order further to secure
the payment of both the principal of and interest and premium, if
any, on the bonds from time to time issued under the Mortgage,
according to their tenor and effect and the performance of all
the provisions of the Mortgage (including any instruments
supplemental thereto and any modifications made as in the
Mortgage provided) and of said bonds, hereby grants, bargains,
sells, releases, conveys, assigns, transfers, mortgages,
hypothecates, affects, pledges, sets over and confirms (subject,
however, to Excepted Encumbrances as defined in Section 6 of the
Mortgage) unto The Boatmen's National Bank of St. Louis (as to
property, real or personal, situated or being in Missouri) and
Xxxxxxx Xxxx (but, as to property, real or personal, situated or
being in Missouri, only to the extent of his legal capacity to
hold the same for the purposes hereof) and (to the extent of its
legal capacity to hold the same for the purposes hereof) to
Bankers Trust Company, as Trustees under the Mortgage, and to
their successor or successors in said trust, and to them and
their successors and assigns forever, all property, real,
personal or mixed, of any kind or nature acquired by the Company
after the date of the execution and delivery of the Mortgage
(except any herein or in the Mortgage, as heretofore
supplemented, expressly excepted), now owned or, subject to the
provisions of Section 87 of the Mortgage, hereafter acquired by
the Company (by purchase, consolidation, merger, donation,
construction, erection or in any other way) and wheresoever
situated, including (without in anywise limiting or impairing by
the enumeration of the same the scope and intent of the foregoing
or of any general description contained in this Fifty-fourth
Supplemental Indenture) all lands, power sites, flowage rights,
water rights, water locations, water appropriations, ditches,
flumes, reservoirs, reservoir sites, canals, raceways, dams, dam
sites, aqueducts, and all other rights or means for
appropriating, conveying, storing and supplying water; all rights
of way and roads; all plants for the generation of electricity by
steam, water and/or other power; all power houses, gas plants,
street lighting systems, standards and other equipment incidental
thereto; all street and interurban railway and transportation
lines and systems, terminal systems and facilities; all bridges,
culverts, tracks, railways, sidings, spurs, wyes, roadbeds,
trestles and viaducts; all overground and underground trolleys
and feeder wires; all telephone, radio and television systems,
air-conditioning systems and equipment incidental thereto, water
works, water systems, steam heat and hot water plants,
substations, lines, service and supply systems, ice or
refrigeration plants and equipment, offices, buildings and other
structures and the equipment thereof, all machinery, engines,
boilers, dynamos, electric, gas and other machines, regulators,
meters, transformers, generators, motors, electrical, gas and
mechanical appliances, conduits, cables, water, steam heat, gas
or other pipes, gas mains and pipes, service pipes, fittings,
valves and connections, pole and transmission lines, wires,
cables, tools, implements, apparatus, furniture and chattels; all
municipal and other franchises, consents or permits; all lines
for the transmission and distribution of electric current, gas,
steam heat or water for any purpose including towers, poles,
wires, cables, pipes, conduits, ducts and all apparatus for use
in connection therewith; all real estate, lands, easements,
servitudes, licenses, permits, franchises, privileges, rights of
way and other rights in or relating to real estate or the
occupancy of the same and (except as herein or in the Mortgage,
as heretofore supplemented, expressly excepted) all the right,
title and interest of the Company in and to all other property of
any kind or nature appertaining to and/or used and/or occupied
and/or enjoyed in connection with any property hereinbefore or in
the Mortgage, as heretofore supplemented, described.
TOGETHER WITH all and singular the tenements, hereditaments,
prescriptions, servitudes and appurtenances belonging or in
anywise appertaining to the aforesaid property or any part
thereof, with the reversion and reversions, remainder and
remainders and (subject to the provisions of Section 57 of the
Mortgage) the tolls, rents, revenues, issues, earnings, income,
product and profits thereof and all the estate, right, title and
interest and claim whatsoever, at law as well as in equity, which
the Company now has or may hereafter acquire in and to the
aforesaid property and franchises and every part and parcel
thereof.
IT IS HEREBY AGREED by the Company that, subject to the
provisions of Section 87 of the Mortgage, all the property,
rights and franchises acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any
other way) after the date hereof, except any herein or in the
Mortgage, as heretofore supplemented, expressly excepted, shall
be and are as fully granted and conveyed hereby and by the
Mortgage and as fully embraced within the lien hereof and the
lien of the Mortgage, as heretofore supplemented, as if such
property, rights and franchises were now owned by the Company and
were specifically described herein or in the Mortgage and
conveyed hereby or thereby.
PROVIDED THAT the following are not and are not intended to
be now or hereafter granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, hypothecated, affected,
pledged, set over or confirmed hereunder and are hereby expressly
excepted from the lien and operation of this Fifty-fourth
Supplemental Indenture and from the lien and operation of the
Mortgage, as heretofore supplemented, viz: (1) cash, shares of
stock, bonds, notes and other obligations and other securities
not hereafter specifically pledged, paid, deposited, delivered or
held under the Mortgage or covenanted so to be; (2) merchandise,
equipment, materials or supplies held for the purpose of sale in
the usual course of business or for the purpose of repairing or
replacing (in whole or in part) any street cars, rolling stock,
trolley coaches, motor coaches, buses, automobiles or other
vehicles or aircraft, and fuel, oil and similar materials and
supplies consumable in the operation of any properties of the
Company; street cars, rolling stock, trolley coaches, motor
coaches, buses, automobiles and other vehicles and all aircraft;
(3) bills, notes and accounts receivable, judgments, demands and
choses in action, and all contracts, leases and operating
agreements not specifically pledged under the Mortgage, as
heretofore supplemented, or covenanted so to be; the Company's
contractual rights or other interest in or with respect to tires
not owned by the Company; (4) the last day of the term of any
lease or leasehold which may hereafter become subject to the lien
of the Mortgage; (5) electric energy, gas, ice, and other
materials or products generated, manufactured, produced or
purchased by the Company for sale, distribution or use in the
ordinary course of its business; all timber, minerals, mineral
rights and royalties; (6) the Company's franchise to be a
corporation; (7) the properties heretofore sold or in the process
of being sold by the Company and heretofore released from the
Mortgage and Deed of Trust dated as of October 1, 1926 from
Arkansas Power & Light Company to Guaranty Trust Company of New
York, trustee, and specifically described in a release instrument
executed by Guaranty Trust Company of New York, as trustee, dated
October 13, 1938, which release has heretofore been delivered by
the said trustee to the Company and recorded by the Company in
the office of the Recorder for Garland County, Arkansas, in
Record Book 227, Page 1, all of said properties being located in
Garland County, Arkansas; and (8) any property heretofore
released pursuant to any provisions of the Mortgage and not
heretofore disposed of by the Company; provided, however, that
the property and rights expressly excepted from the lien and
operation of the Mortgage, as heretofore supplemented, and this
Fifty-fourth Supplemental Indenture in the above subdivisions (2)
and (3) shall (to the extent permitted by law) cease to be so
excepted in the event and as of the date that any or all of the
Trustees or a receiver or trustee shall enter upon and take
possession of the Mortgaged and Pledged Property in the manner
provided in Article XIII of the Mortgage by reason of the
occurrence of a Default as defined in Section 65 thereof.
TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, hypothecated, affected, pledged, set over
or confirmed by the Company as aforesaid, or intended so to be,
unto The Boatmen's National Bank of St. Louis (as to property,
real or personal, situated or being in Missouri), and unto
Xxxxxxx Xxxx (but, as to property, real or personal, situated or
being in Missouri, only to the extent of his legal capacity to
hold the same for the purposes hereof) and (to the extent of its
legal capacity to hold the same for the purposes hereof) unto
Bankers Trust Company, as Trustees, and their successors and
assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the
same terms, trusts and conditions and subject to and with the
same provisos and covenants as are set forth in the Mortgage, as
heretofore supplemented, this Fifty-fourth Supplemental Indenture
being supplemental to the Mortgage.
AND IT IS HEREBY COVENANTED by the Company that all the
terms, conditions, provisos, covenants and provisions contained
in the Mortgage, as heretofore supplemented, shall affect and
apply to the property hereinbefore described and conveyed and to
the estate, rights, obligations and duties of the Company and
Trustees and the beneficiaries of the trust with respect to said
property, and to the Trustees and their successors in the trust
in the same manner and with the same effect as if said property
had been owned by the Company at the time of the execution of the
Mortgage, and had been specifically and at length described in
and conveyed to said Trustees, by the Mortgage as a part of the
property therein stated to be conveyed.
The Company further covenants and agrees to and with the
Trustees and their successors in said trust under the Mortgage,
as follows:
ARTICLE I
SIXTY-FIRST SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated "7%
Series due March 1, 2002" (herein sometimes called the "Sixty-
first Series"), each of which shall also bear the descriptive
title "First Mortgage Bond", and the form thereof, which shall be
established by Resolution of the Board of Directors of the
Company, shall contain suitable provisions with respect to the
matters hereinafter in this Section specified. Bonds of the
Sixty-first Series (which shall be initially issued in the
aggregate principal amount of $85,000,000) shall mature on March
1, 2002, shall be issued as fully registered bonds in the
denomination of One Thousand Dollars and, at the option of the
Company, in any multiple or multiples of One Thousand Dollars
(the exercise of such option to be evidenced by the execution and
delivery thereof), shall bear interest at the rate of 7% per
annum, the first interest payment to be made on September 1, 1997
for the period from March 1, 1997 to September 1, 1997 with
subsequent interest payments payable semi-annually on March 1 and
September 1 of each year, shall be dated as in Section 10 of the
Mortgage provided, and the principal of and interest on each said
bond shall be payable at the office or agency of the Company in
the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of
payment is legal tender for public and private debts.
(I) Bonds of the Sixty-first Series shall be redeemable at
the option of the Company in whole at any time, or in part from
time to time, prior to maturity, upon notice, as provided in
Section 52 of the Mortgage, mailed at least 30 days prior to the
date fixed for redemption, at a redemption price equal to the
greater of (i) 100% of the principal amount of the Bonds of the
Sixty-first Series to be redeemed or (ii) as determined by a
Quotation Agent, the sum of the present values of the Remaining
Scheduled Payments of principal and interest thereon discounted
to the redemption date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury
Rate, plus, in each case, accrued interest thereon to the
redemption date.
"Adjusted Treasury Rate" means, with respect to any
redemption date, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, plus 0.125%.
"Business Day" means any day other than a Saturday or a
Sunday or a day on which banking institutions in The City of New
York are authorized or required by law or executive order to
remain closed or a day on which the Corporate Trust Office of the
Trustee is closed for business.
"Comparable Treasury Issue" means the United States Treasury
security selected by a Quotation Agent as having a maturity
comparable to the remaining term of the Bonds of the Sixty-first
Series that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the
remaining term of such Bonds of the Sixty-first Series.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third Business Day
preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30
p.m. Quotations for U.S. Government Securities" or (ii) if such
release (or any successor release) is not published or does not
contain such prices on such Business Day, (A) the average of the
Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury
Dealer Quotations or (B) if the Corporate Trustee obtains fewer
than three such Reference Treasury Dealer Quotations, the average
of all such Reference Treasury Dealer Quotations.
"Quotation Agent" means one of the Reference Treasury Dealers
appointed by the Corporate Trustee after consultation with the
Company.
"Reference Treasury Dealer" means each of Bear, Xxxxxxx & Co.
Inc., Salomon Brothers Inc and Xxxxxxx, Xxxxx & Co. and their
respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another Primary Treasury Dealer
or any other Primary Treasury Dealer selected by the Corporate
Trustee after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the
average, as determined by the Corporate Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing
to the Corporate Trustee by such Reference Treasury Dealer at
5:00 p.m. on the third Business Day preceding such redemption
date.
"Remaining Scheduled Payments" means, with respect to any
Bond of the Sixty-first Series, the remaining scheduled payments
of the principal thereof to be redeemed and interest thereon that
would be due after the related redemption date but for such
redemption; provided, however, that, if such redemption date is
not an interest payment date with respect to such Bond of the
Sixty-first Series, the amount of the next succeeding scheduled
interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date.
(II) At the option of the registered owner, any bonds of the
Sixty-first Series, upon surrender thereof for cancellation at
the office or agency of the Company in the Borough of Manhattan,
The City of New York, shall be exchangeable for a like aggregate
principal amount of bonds of the same series of other authorized
denominations.
Bonds of the Sixty-first Series shall be transferable, upon
the surrender thereof for cancellation, together with a written
instrument of transfer in form approved by the registrar duly
executed by the registered owner or by his duly authorized
attorney, at the office or agency of the Company in the Borough
of Manhattan, The City of New York.
Upon any exchange or transfer of bonds of the Sixty-first
Series, the Company may make a charge therefor sufficient to
reimburse it for any tax or taxes or other governmental charge,
as provided in Section 12 of the Mortgage, but the Company hereby
waives any right to make a charge in addition thereto for any
exchange or transfer of bonds of said Series.
Upon the delivery of this Fifty-fourth Supplemental Indenture
and upon compliance with the applicable provisions of the
Mortgage, as heretofore supplemented, there shall be an initial
issue of bonds of the Sixty-first Series for the aggregate
principal amount of $85,000,000.
ARTICLE II
DIVIDEND COVENANT
SECTION 2. The Company covenants that, so long as any of the
bonds of the Sixty-first Series are Outstanding, it will not
declare any dividends on its Common Stock (other than (a) a
dividend payable solely in shares of its Common Stock, or (b) a
dividend payable in cash in cases where, concurrently with the
payment of such dividend, an amount in cash equal to such
dividend is received by the Company as a capital contribution or
as the proceeds of the issue and sale of shares of its Common
Stock) or make any distribution on outstanding shares of its
Common Stock or purchase or otherwise acquire for value any
outstanding shares of its Common Stock (otherwise than in
exchange for or out of the proceeds from the sale of other shares
of its Common Stock) if, after such dividend, distribution,
purchase or acquisition, the aggregate amount of such dividends,
distributions, purchases and acquisitions paid or made subsequent
to February 28, 1997 exceeds (without giving effect to (i) any of
such dividends, distributions, purchases or acquisitions, or (ii)
any net transfers from retained earnings to stated capital
accounts) the sum of (a) the aggregate amount credited subsequent
to February 28, 1997 to retained earnings, (b) $350,000,000 and
(c) such additional amount as shall be authorized or approved,
upon application by the Company, by the Securities and Exchange
Commission, or by any successor commission thereto, under the
Public Utility Holding Company Act of 1935.
For the purposes of this Section 2 the aggregate amount
credited subsequent to February 28, 1997 to retained earnings
shall be determined in accordance with generally accepted
accounting principles and practices after making provision for
dividends upon any preferred stock of the Company, accumulated
subsequent to such date, but in such determination there shall
not be considered charges to retained earnings applicable to the
period prior to February 28, 1997, including, but not limited to,
charges to retained earnings for write-offs or write-downs of
book values of assets owned by the Company on February 28, 1997.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3. The holders of the bonds of the Sixty-first
Series shall be deemed to have consented and agreed that the
Company may, but shall not be obligated to, fix a record date for
the purpose of determining the holders of the bonds of the Sixty-
first Series entitled to consent to any amendment or supplement
to the Mortgage or the waiver of any provision thereof or any act
to be performed thereunder. If a record date is fixed, those
persons who were holders at such record date (or their duly
designated proxies), and only those persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any
consent previously given, whether or not such persons continue to
be holders after such record date. No such consent shall be
valid or effective for more than 90 days after such record date.
SECTION 4. Subject to the amendments provided for in this
Fifty-fourth Supplemental Indenture, the terms defined in the
Mortgage and the First through Fifty-third Supplemental
Indentures shall, for all purposes of this Fifty-fourth
Supplemental Indenture, have the meanings specified in the
Mortgage and the First through
Fifty-third Supplemental Indentures.
SECTION 5. The Trustees hereby accept the trusts herein
declared, provided, created or supplemented and agree to perform
the same upon the terms and conditions herein and in the Mortgage
and in the First through Fifty-third Supplemental Indentures set
forth and upon the following terms and conditions:
The Trustees shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of
this Fifty-fourth Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made by
the Company solely. In general each and every term and condition
contained in Article XVII of the Mortgage, as heretofore amended,
shall apply to and form part of this Fifty-fourth Supplemental
Indenture with the same force and effect as if the same were
herein set forth in full with such omissions, variations and
insertions, if any, as may be appropriate to make the same
conform to the provisions of this Fifty-fourth Supplemental
Indenture.
SECTION 6. Whenever in this Fifty-fourth Supplemental
Indenture either of the parties hereto is named or referred to,
this shall, subject to the provisions of Articles XVI and XVII of
the Mortgage, as heretofore amended, be deemed to include the
successors and assigns of such party, and all the covenants and
agreements in this Fifty-fourth Supplemental Indenture contained
by or on behalf of the Company, or by or on behalf of the
Trustees, or either of them, shall, subject as aforesaid, bind
and inure to the respective benefits of the respective successors
and assigns of such parties, whether so expressed or not.
SECTION 7. Nothing in this Fifty-fourth Supplemental
Indenture, expressed or implied, is intended, or shall be
construed, to confer upon, or give to, any person, firm or
corporation, other than the parties hereto and the holders of the
bonds and coupons Outstanding under the Mortgage, any right,
remedy or claim under or by reason of this Fifty-fourth
Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions,
stipulations, promises or agreements in this Fifty-fourth
Supplemental Indenture contained by or on behalf of the Company
shall be for the sole and exclusive benefit of the parties
hereto, and of the holders of the bonds and of the coupons
Outstanding under the Mortgage.
SECTION 8. This Fifty-fourth Supplemental Indenture shall be
executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same
instrument.
SECTION 9. This Fifty-fourth Supplemental Indenture shall be
construed in accordance with and governed by the laws of the
State of New York.
IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused its
corporate name to be hereunto affixed, and this instrument to be
signed and sealed by its President or one of its Vice Presidents,
and its corporate seal to be attested by its Secretary or one of
its Assistant Secretaries for and in its behalf, and BANKERS
TRUST COMPANY has caused its corporate name to be hereunto
affixed, and this instrument to be signed and sealed by, one of
its Vice Presidents or one of its Assistant Vice Presidents, and
its corporate seal to be attested by one of its Assistant
Secretaries or one of its Assistant Treasurers or one of its
Assistant Vice Presidents for and in its behalf, and XXXXXXX XXXX
has hereunto set his hand and affixed his seal, and THE BOATMEN'S
NATIONAL BANK OF ST. LOUIS has caused its corporate name to be
hereunto affixed, and this instrument to be signed and sealed by,
one of its Vice Presidents or one of its Trust Officers, and its
corporate seal to be attested by one of its Assistant Secretaries
or one of its Trust Officers or one of its Assistant Trust
Officers for and in its behalf, as of the day and year first
above written.
ENTERGY ARKANSAS, INC.
By:............................
Senior Vice President
Attest:
..........................................
Assistant Secretary
Executed, sealed and delivered by
ENTERGY ARKANSAS, INC.
in the presence of:
..........................................
..........................................
BANKERS TRUST COMPANY,
As Corporate Trustee
By: .............................
Vice President
Attest:
....................................... Xxxxxxx Xxxx
Assistant Vice President As Co-Trustee
...................................[L.S.]
Executed, sealed and delivered by
BANKERS TRUST COMPANY
and XXXXXXX XXXX
in the presence of:
..............................................................
..............................................................
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS
As Co-Trustee as to property,
real or personal, situated or
being in Missouri
By: .......................
Trust Officer
Attest:
..............................................................
Trust Officer
Executed, sealed and delivered by
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS in the presence of:
.............................................................
.............................................................
STATE OF LOUISIANA )
) SS.:
PARISH OF ORLEANS )
On this 14th day of March, 1997, before me, Xxxxxx X.
Xxxxxxx, a Notary Public duly commissioned, qualified and acting
within and for said Parish and State, appeared in person the
within named XXXXXXX X. XXXXXXXX and XXXXXXXXXXX X. SCREEN, to me
personally well known, who stated that they were the Senior Vice
President, General Counsel and Secretary, and an Assistant
Secretary, respectively, of ENTERGY ARKANSAS, INC., a
corporation, and were duly authorized in their respective
capacities to execute the foregoing instrument for and in the
name and behalf of said corporation, and further stated and
acknowledged that they had so signed, executed and delivered said
foregoing instrument for the consideration, uses and purposes
therein mentioned and set forth.
On the 14th day of March, 1997, before me personally came
XXXXXXX X. XXXXXXXX, to me known, who, being by me duly sworn,
did depose and say that he resides at 0000 Xxxxxxxx Xxxxxx, Xxx
Xxxxxxx, Xxxxxxxxx 00000; that he is the Senior Vice President,
General Counsel and Secretary of ENTERGY ARKANSAS, INC., one of
the corporations described in and which executed the above
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like order.
On the 14th day of March, 1997, before me appeared XXXXXXX X.
XXXXXXXX, to me personally known, who, being by me duly sworn,
did say that he is the Senior Vice President, General Counsel and
Secretary of ENTERGY ARKANSAS, INC., and that the seal affixed to
the foregoing instrument is the corporate seal of said
corporation, and that said instrument was signed and sealed in
behalf of said corporation by authority of its Board of
Directors, and he acknowledged said instrument to be the free act
and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal at my office in said Parish and State the day
and year last above written.
Xxxxxx X. Xxxxxxx
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this 17th day of March, 1997, before me, Xxxxx Xxxxx, a
Notary Public duly commissioned, qualified and acting within and
for said County and State, appeared XXXXXX XXXXXXXX and XXXXX
XXXXX, to me personally well known, who stated that they were a
Vice President and Assistant Vice President, respectively, of
BANKERS TRUST COMPANY, a corporation, and were duly authorized in
their respective capacities to execute the foregoing instrument
for and in the name and behalf of said corporation; and further
stated and acknowledged that they had so signed, executed and
delivered said foregoing instrument for the consideration, uses
and purposes therein mentioned and set forth.
On the 17th day of March, 1997, before me personally came
XXXXXX XXXXXXXX, to me known, who, being by me duly sworn, did
depose and say that he resides at 00 Xxxxxxxxxxx Xxxx, Xxxxx
Xxxxx, Xxx Xxxx 00000; that he is a Vice President of BANKERS
TRUST COMPANY, one of the corporations described in and which
executed the above instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board
of Directors of said corporation, and that he signed his name
thereto by like authority.
On the 17th day of March, 1997, before me appeared XXXXXX
XXXXXXXX, to me personally known, who, being by me duly sworn,
did say that he is a Vice President of BANKERS TRUST COMPANY, and
that the seal affixed to the foregoing instrument is the
corporate seal of said corporation, and that said instrument was
signed and sealed in behalf of said corporation by authority of
its Board of Directors, and she acknowledged said instrument to
be the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal at my office in said County and State the day
and year last above written.
Xxxxx Xxxxx
Notary Public, State of New York
No. 00-0000000
Qualified in Kings County
Commission Expires February 16, 0000
XXXXX XX XXX XXXX )
) SS.:
COUNTY OF NEW YORK )
On this 17th day of March, 1997, before me, Xxxxx Xxxxx, the
undersigned, personally appeared XXXXXXX XXXX, known to me to be
the person whose name is subscribed to the within instrument, and
acknowledged that he executed the same for the purposes therein
contained.
On the 17th day of March, 1997, before me personally appeared
XXXXXXX XXXX, to me known to be the person described in and who
executed the foregoing instrument, and acknowledged that he
executed the same as his free act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Xxxxx Xxxxx
Notary Public, State of New York
No. 00-0000000
Qualified in Kings County
Commission Expires February 16, 1998
STATE OF MISSOURI )
) SS.:
COUNTY OF ST. LOUIS )
On this 13th day of March, 1997, before me, Joy Xxxxx
Xxxxxxx, a Notary Public duly commissioned, qualified and acting
within and for said County and State, appeared XXXXXX X. XXXXXXXX
and P.C. QUIBELLE, to me personally well known, who stated that
they were Trust Officers of THE BOATMEN'S NATIONAL BANK OF ST.
LOUIS, a corporation, and were duly authorized in their
respective capacities to execute the foregoing instrument for and
in the name and behalf of said corporation, and further stated
and acknowledged that they had so signed, executed and delivered
said foregoing instrument for the consideration, uses and
purposes therein mentioned and set forth.
On the 13th day of March, 1997, before me personally came
XXXXXX X. XXXXXXXX, to me known, who, being by me duly sworn, did
depose and say that he resides at Highland, Illinois; that he is
a Trust Officer of THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, one
of the corporations described in and which executed the above
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said
corporation, and that he signed his name by like order.
On the 13th day of March, 1997, before me appeared XXXXXX X.
XXXXXXXX, to me personally known, who, being by me duly sworn,
did say that he is a Trust Officer of THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS, and that the seal affixed to the foregoing
instrument is the corporate seal of said corporation, and that
said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors, and he
acknowledged said instrument to be the free act and deed of said
corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal at my office in said County and State the day
and year last above written.
Joy Xxxxx Xxxxxxx
Notary Public, State of Missouri
St. Louis County
My Commission Expires October16, 1998
